Bendigo and Adelaide Bank Limited (ASX:BEN)
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Oct 23, 2026, 4:10 PM AEDT
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AGM 2026

Oct 20, 2026

Summary

FY26 cash earnings rose 3% to AUD 530.2m, while the AUD 0.63 dividend was maintained. A multi-year risk rectification program is the top priority; Margaret Payn’s re-election and both remuneration resolutions passed.

Sam Miller
General Manager of Investor Relations and ESG, Bendigo and Adelaide Bank

Good morning, and welcome to Bendigo Bank's 2026 Annual General Meeting. The bank proudly supports the Bendigo Symphony Orchestra and the contribution it makes to our community. Let's look at the partnership in action.

Luke Severn
Artistic Director and Principal Conductor, Bendigo Symphony Orchestra

Hi, my name is Luke Severn, and I'm the Artistic Director and Principal Conductor of the Bendigo Symphony Orchestra. My passion for music came from when I was very little. It was the experience of how music made me feel. It had such a profound effect on me from such a young age that I always knew that that's what I wanted to do. The journey towards becoming a conductor is very personal. It's entirely unique to each conductor. It requires so many different skills, specifically around motivating people and inspiring them, that I think it takes a lifetime to collect those skills. I sincerely hope that I will keep collecting as time goes on. The BSO is supported through a number of different sponsorships, including our partnership with the Bendigo Bank, and it is that that allows us to put on the performances that we do.

What I love is that it's a space that's open to everyone, whether it is your first performance or whether it's your 100th. All of our concerts in the last few years have sold out, which has been fantastic. The thing that always pulls it together for me is the experience that people have when they come to participate, either as an audience member or as a member of the orchestra. Just that fact that we've been able to provide this kind of high-level musical experience right in our own backyard, that is invaluable to any community, and we're super lucky to have it here.

Sam Miller
General Manager of Investor Relations and ESG, Bendigo and Adelaide Bank

I will now hand over to the bank's Chair, Vicki Carter, to commence the meeting.

Vicki Carter
Chair, Bendigo and Adelaide Bank

Well, good morning, everyone. I'm Vicki Carter, Chair of Bendigo Bank and a fellow shareholder. It's just after 11:00 A.M., and we have a quorum. I declare the bank's 2026 annual general meeting open. All resolutions today will be decided by way of a poll. To ensure all Shareholders and Proxyholders have ample opportunity to participate, I declare the poll open for all items of business now. Voting will remain open for the duration of the meeting. I'd like to start by acknowledging the traditional owners of the many lands on which we're meeting. I recognize their continuing connection to land, water, culture, and community, and I pay my respects to elders past and present. I'm on the traditional lands of the Dja Dja Wurrung and Taungurung peoples of the Kulin Nation, the traditional owners of this land and the waterways, including the Loddon and Avoca Rivers in Bendigo.

We welcome and we thank you for joining us today. Please place your mobile phone on silent. Photography, filming, and audio recording will not be permitted. For those of you joining remotely who are deaf or hard of hearing, closed captions are provided. However, to activate these, you will need to click on the CC button on your screen. A hearing loop's available for those attending here at the Ulumbarra Theatre. For those of you vision impaired, I have straight, shoulder-length light hair, and I'm wearing a white blouse and a navy jacket. The transcript of this AGM will be available on our investor website following the meeting. Out of respect for those who've joined us here today, and will be voting today, we have not released voting details. We will, however, provide them on the screen during the course of the meeting for transparency.

Let me introduce your board and fellow shareholders. Alongside me is Richard Fennell, our CEO and Managing Director. Our non-executive directors here today are Victoria Weekes, Alistair Muir, Margaret Payn, Abi Cleland, Daryl Johnson, and Travis Dillon. At the end of the table is Belinda Donaldson, our Company Secretary, who will be assisting with today's meeting. In attendance today, we have the bank's executive team, the bank's Lead Audit Partner, John MacDonald from Ernst & Young, and Jim Kompogiorgas, who's acting as this meeting's Returning Officer for MUFG, the bank's share registry provider. Our Head of Corporate Affairs, Sam, will now outline the formalities for today's meeting.

Sam Miller
General Manager of Investor Relations and ESG, Bendigo and Adelaide Bank

Thanks, Vicki, and good morning. Today's proceedings are structured to allow all shareholders or their Proxyholders to participate in the business of the meeting in an orderly fashion. The notice of meeting contains details of how business will be conducted. We welcome questions from shareholders in attendance and online. When asking questions, please be courteous, fair, and respectful. Also, keep questions concise and relevant to the meeting business. To maximize participation the Chair will take up to two questions per shareholder for each item of business, which is permitted under the Chair's common law powers to manage the conduct of the meeting fairly and reasonably. Questions about personal matters will not be put to the meeting. However, bank representatives are available today to assist with queries.

For those who submitted questions ahead of the meeting, each question has been considered and either replied to directly or will be addressed today. Voting on proposed resolution will be by poll. Registered holders of the bank's ordinary shares at 7:00 P.M. Australian Eastern Daylight Time on Friday, October 16, 2026, may vote on all resolutions. Guests are not permitted to vote or ask questions. Shareholders attending in person should have registered at the desk or on entry. If you have not voted already or appointed a Proxy, you will have been issued with a yellow voting card. Shareholders attending virtually can ask questions and submit votes online using any web browser or on any device. Instructions are in the notice of meeting and on our website. Questions submitted online must be succinct and no longer than 500 characters each.

While we will endeavor to address as many matters as possible, not all submitted questions may be answered during the meeting due to time limitations. The bank reserves the right to edit questions for clarity, grammar, syntax, and length, to remove inappropriate language, and to summarize or group related queries. Once the Chair has moved through the items of business requiring formal resolution, and after all questions have been taken, we will display and read aloud the Proxy results that were submitted ahead of the meeting for each resolution. Voting is limited to the number of shares held and is subject to applicable voting exclusions. If unforeseen technical issues arise, the Chair will provide further steps. If the meeting cannot proceed, details will be released via an ASX announcement. Thanks for your participation. I will now hand back to Vicki for the Chair's address.

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you. It is indeed a privilege to return to this beautiful theater to chair our annual general meeting for 2026. I am pleased to see some of our shareholders here in person at the theater, and I extend a very warm welcome to those of you joining us online. Bendigo Bank continues to play an important role in the Australian banking landscape, delivering quality products and personalized service to more than 2.9 million customers. Our bank operates Australia's second-largest regional branch network and maintains more branches per customer than any other bank in Australia. We are also the last bank in town for 98 communities. Financial year 2026 was a formative year for your bank. Our earnings improved, and we made good progress on delivering many elements of our group strategy.

We are in a sound financial position, our capital levels are unquestionably strong, and we are well-placed to continue delivering on our purpose of feeding into the prosperity of our customers and the community. At the same time, we face some significant challenges, and we acknowledge that we have fallen short on some of our key risk management practices. The identification and management of non-financial risk is fundamental to our business and to our license to operate. We understand the disappointment of our shareholders, and we apologize for not meeting your expectations and those of our broader stakeholders. The Board and Executive take full responsibility, and we are fully committed to addressing these shortcomings through appropriate investment and focus. Our number one priority is to deliver a risk rectification program to resolve these issues purposefully and sustainably. Our CEO, Richard Fennell, will talk more about this multi-year program of work shortly.

Improving our non-financial risk management will help us to become a stronger and more resilient organization, which will ultimately deliver sustainable returns for you, our shareholders. In light of our risk management shortcomings, the board has taken meaningful action, including applying consequences where appropriate. We take our responsibility to ensure that remuneration outcomes are fair and align with the expectations of our stakeholders very seriously. In financial year 2026, the board determined that a downward adjustment to the short-term incentive outcomes for current and former executives and the forfeiture of some long-term incentive rewards was necessary to reinforce accountability and to reflect a culture where risk management and compliance are prioritized appropriately. While we complete our investigations into these matters, a number of additional awards are on hold for current and former executives, as outlined in our remuneration report.

Furthermore, no remuneration increases were awarded to any executive KMP in the 2026 financial year. The board remains focused on uplifting capability, and we are well progressed in our current search aimed at ensuring that we have the right mix of expertise and experience to take the bank forward. At an executive level, we are pleased to welcome Christopher Dean to the critical role of Chief Customer Officer, Consumer Banking earlier this month. Christopher joins us from the U.K. and brings more than two decades of experience in banking and wealth management. The board would also like to express its thanks to Adam Rowse, our Chief Customer Officer Business and Agribusiness Banking for his extraordinary leadership over the past nine months to look after both businesses.

The bank's full-year dividend of AUD 0.63 for the financial year 2026 was stable on the previous year, and our Common Equity Tier 1 ratio of 11.34% as of June 30, 2026, remains well above the board's target. We continue to be mindful of the need to balance between providing shareholders with an appropriate return on their investment and the need to remain unquestionably strong and to invest in our business. Turning to the significant community contributions our bank delivers each and every year. One of the important ways that Bendigo Bank distinguishes itself from our peers is through the returns generated by our unique Community Bank model. Established in 1998, the model is the most tangible example of how we deliver on our purpose to feed into the prosperity of our customers, and it continues to generate lasting benefits right across Australia.

I am pleased to say that this year the model returned a record AUD 51.7 million in direct funding across almost 10,000 community strengthening sponsorships and grants last financial year. The initiatives range from those aimed at enhancing and improving lives to those with the power to save lives. Forty-two sudden cardiac arrest claims the lives of around 100 Australians every day. Our Community Bank partners, many in regional and remote locations, know this, and that is why they have invested, directed a portion of their profits to fund the installation of 600 life-saving defibrillators in hundreds of communities across the country, from Warburton in Victoria to Townsville in Queensland. Our Community Bank partners continue to make significant investments to resolve localized housing challenges.

In the small Victorian town of Winchelsea, there is a shortage of appropriate housing for older people looking to downsize, forcing some residents to move from their hometown into the nearby city of Geelong or further afield. In response to this, the Community Bank Surf Coast formed a new social enterprise to drive the development of 10 independent living units in the heart of town, contributing AUD 1.5 million to the AUD 5 million project. In October 2025, the new housing development was officially opened, providing a modern, affordable and community-minded option for seniors. In the same year, our Community Bank partners invested a further AUD 2.5 million in initiatives designed to improve a range of housing challenges.

Among them are initiatives to address homelessness from the Community Bank in Clifton Hill and North Fitzroy, a project to support affordable housing for local workers from Community Bank Maldon, and an initiative to accelerate housing supply in our first Community Bank in Rupanyup and Minyip. In conjunction with our Community Bank partners, Bendigo Bank's 2026 scholarship program provided AUD 1.7 million in funding to support 341 first-year students and 160 continuing students. One third of this year's recipients are choosing studies in the health sciences. Since inception, the program, which has supported financial contributions from the board, has provided more than AUD 17.7 million to support over 2,640 students in obtaining qualifications that unlock meaningful careers. Many of these students return to the regions to become part of the next generation of community leaders and essential workers. We're pleased to play a small role in supporting their development.

We're especially pleased to support initiatives that remove barriers to education for regional, rural, Aboriginal, and Torres Strait Islander communities, and in May, the bank launched its second Reconciliation Action Plan. The Innovate RAP, which spans till 2028, builds on the insights that we gained from our first Reconciliation Action Plan. We understand that our role extends beyond financial services to using our unique community-led approach to foster economic empowerment and to create genuine partnerships through sustainable actions such as career pathways and supply chain investments. Our longstanding connection to the regions remains. The bank is committed to Bendigo, where we've made and continue to make significant investments, including the signing of a new 10-year lease for our headquarters and delivering AUD 1.2 million to upgrade our Mitchell Street and Eaglehawk branches.

We're proud to support a variety of initiatives in our hometown, including Bendigo Bank House, Bendigo Health Foundation, Benefit Bendigo, the Bendigo Spirit, Bendigo Football Netball Club, and also the annual Women in Banking luncheon, among others. On behalf of the board, I'd like to thank you, our shareholders, for your continuing support. We do not take your loyalty for granted, and we consider ourselves very fortunate to have such an engaged and active shareholder base. Finally, I'd like to thank all of our people and partners who have again worked tirelessly throughout this year to support our customers and our communities. Thank you. I'll now hand over to Richard Fennell, our CEO.

Richard Fennell
CEO and Managing Director, Bendigo and Adelaide Bank

Thank you, Vicki, and good morning, everyone. In financial year 2026, our bank delivered improved cash earnings and retained its unquestionably strong capital position. We delivered a number of key achievements, including finalizing the multi-year consolidation of eight core banking systems to one, continued to strengthen our digital capabilities, which is helping to drive growth in customer deposits, and launched new strategic partnerships to access world-leading capabilities. The execution of our 2030 group strategy remains on track to deliver lasting benefits to all of our stakeholders. We have much to be proud of at Bendigo Bank. We are Australia's only regionally headquartered ASX 100 company, with more than half of our branches based in regional and rural communities. Our Community Bank model continues to deliver face-to-face services in locations that would otherwise be without banking services.

Our purpose of feeding into the prosperity of our customers and the community remains unchanged. Our management of non-financial risk, however, is not where it needs to be. As you know, we have identified significant deficiencies in our bank's approach to the identification and management of non-financial risk. As your CEO, I am ultimately accountable for these deficiencies and resolving them. My number one priority is to fix these issues and ensure the bank meets the expectations of all of our stakeholders in the identification and management of non-financial risk. To achieve this, the bank will deliver two streams of work. In December 2025, the Financial Crime Transformation program commenced with a focus on enhancing our enterprise-wide AML/CTF risk management. This program has five dedicated work streams with the goal of delivering a material uplift in our identification, management, and disruption of financial crime.

In August 2026, we shared our commitment to deliver a broader non-financial risk rectification plan, due to be submitted to the Australian Prudential Regulation Authority next month. This plan will be led by me and will drive a fundamental shift in our risk culture and maturity, embedding non-financial risk management in all areas of the organization. Critically, it will ensure Bendigo Bank is stronger, more resilient, and can continue delivering for our shareholders, our customers, our people, and our communities. There is a great deal of work ahead of us. We are making significant changes to our risk culture and the way we work whilst preserving the connection to the community and our heritage. Changes have been made at the executive and senior leader levels to ensure our team understands current market standards as we continue to play our part in delivering a stronger banking system for all Australians.

Importantly, our balance sheet remains strong, with the full year result demonstrating the success of our ongoing disciplined approach to driving quality deposit growth and delivery against our strategic agenda. Our ability to attract and retain customer deposits is one of the many strengths of our bank, and our household deposit to loan ratio remains well above the average of the major banks. The financial performance of the bank in financial year 2026 was solid, supported by our collective focus on executing key initiatives which form part of our group strategy. Our cash earnings were up 3% on the prior year to AUD 530.2 million, reflecting prudent financial management of the business. Revenue grew 5.1% to AUD 2.046 billion, with operating expenses up 4.2% to AUD 1.26 billion.

Furthermore, net interest margin increased by 7 basis points to 1.95%, supported by our disciplined approach to pricing and margin management in an increasingly competitive environment, while our return on equity has grown to 8.01% from 7.34% the previous year. Our productivity program continues to yield benefits for the organization and its stakeholders. Expenses for the second half were lower, and FTE numbers reduced by 3.4% over the year. As part of phase two of this program, we announced two significant partnerships in April with Infosys and Genpact. These partnerships are providing us with access to leading business process and technology capabilities at scale to allow us to drive innovation while simplifying our business operations and processes. We continue to consult with our people whenever proposed changes may impact them, ensuring those affected have the support they need.

While changes that impact people are never easy, the health and wellbeing of our people is a key consideration in the planning and implementation of necessary workplace change. Our partnership with Google, announced in November 2025, is ensuring our people and customers are benefiting from the latest AI capabilities, digital skills, and importantly, cybersecurity defenses. With more than 5,000 of our people using Google Gemini to support their daily productivity, while the embedding of Google Security Operations capabilities into our single core banking system is enhancing protection for our more than 2.9 million customers. Our acquisition of RACQ's loan and deposit book is progressing at pace and is leveraging the repeatable customer migration capability we've built. With 90,000 Queensland customers set to join our bank before the end of the calendar year, this will see the bank exceed 3 million customers for the first time.

Customers want to do business with us because they are attracted by our quality products, personalized customer service, and our unique purpose. This can be seen in our customer Net Promoter Score, which finished the year 21 points above the industry average. We do not take the market-leading customer advocacy scores for granted, and we do continue to think deeply about how to ensure our customers remain at the center of everything we do. The renewal of our executive team continues. This month, we welcome Christopher Dean as Chief Customer Officer, Consumer Banking. Christopher has extensive experience in leading large retail branch networks in the U.K. and brings deep expertise in customer experience, people leadership, and digital transformation, with a passion for improving banking processes, products, and services.

I also would like to acknowledge and thank Chief Customer Officer, Business and Agribusiness, Adam Rowse, for his leadership of both the consumer and business agribusiness divisions prior to Christopher's arrival. I remain confident that we have the right leadership in place to execute on our strategy and drive ongoing business growth while delivering the enhanced risk outcomes required. Looking outside our bank, the Australian economy continues to demonstrate resilience. Unemployment is relatively low, and business investment is strong. However, at the same time, consumer sentiment remains weak due to persistent cost of living pressures, softening house prices, and geopolitical instability. Given the uncertain environment and risks to the downside, we increased our credit provisions at the full year. Whilst our asset quality remains sound and arrears are relatively flat, we do expect credit costs to trend upward over time.

Bendigo Bank continues to carefully consider the impact of rate changes on borrowers and depositors, supporting our customers when they need us. Pleasingly, after three interest rate rises from the Reserve Bank earlier this year, the majority of our customers continue to show resilience, with 86.8% of home loan customers maintaining a financial buffer, including 43.8% of these customers at least one year ahead on their repayments, and 32.9% two years or more ahead. Bendigo Bank continues to play a critical role in the banking industry by delivering a genuine, competitive, and purpose-driven alternative to the major banks. Through the provision of leading products and services through both our network of more than 400 branches and digital channels, Bendigo Bank supports a growing number of customers and communities in every state and territory.

The Australian banking landscape is better off with our presence because all Australians benefit from a banking system that offers choice. We continue working hard to preserve what makes our bank special and improve returns for you, our shareholders. Finally, I'd like to thank our many talented and dedicated team members for their hard work and commitment, and our shareholders for your ongoing support as we continue to stay focused on driving value and sustainable returns. Thank you.

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you, Richard. I'll now turn to the formal business of the meeting. The first item relates to the bank's financial report and directors report and independent auditors report for the financial year ended 30 June 2026. The 2026 annual financial report was made available to shareholders in August, and our external auditors, Ernst & Young, issued an unqualified opinion on the financial report. There is no requirement for shareholders to vote on this item of business. Ahead of this meeting, shareholders were provided with the opportunity to submit questions to the auditor about the content of the report and the conduct of the audit of the annual financial report. None were received. I now invite any questions either from the floor or online, specifically directed to our auditor, EY, regarding the audit process. Do we have any questions? Okay, thank you.

We don't appear to have any questions on the AFR. I'll now take any general questions on the reports, other general matters, or questions to the auditors. Given this is a hybrid meeting, I'll rotate between shareholder questions submitted in advance, questions from shareholders here in person, and questions that are coming in online. For those of you here with us today, if you have any accessibility issues, please raise your hand if you have a question, and Collin Brady, who's with us to help facilitate today, will actually come to you with a microphone. So Sam, could we begin with some of the most common questions that were submitted in advance, please?

Sam Miller
General Manager of Investor Relations and ESG, Bendigo and Adelaide Bank

Thanks, Vicki. Shareholder David Bryce asked, "What advantages do the large banking institutions of Australia have that BEN has not been able to lobby regulators to get that even playing field?

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you, Mr. Bryce. It's a very pertinent question in the current banking landscape. Obviously, the larger institutions have economies of scale and levels of investment that we are not as well positioned to make. We, though, do actively participate through the Australian Banking Association to make sure that regional banks like our own, and their particular needs are considered. We've also worked with regulators to talk about the ongoing costs of compliance, et cetera. We've long advocated for a more proportionate regulatory environment. We're pleased to say that in May this year, ASIC, I'm sorry, APRA, announced that they would be taking proportionality measures to ensure that banks such as our own would be treated proportionately. We welcome that, and we think that that will help to place us more competitively within the Australian banking landscape.

As Richard said, we do think banking in Australia is better with us. We offer a different proposition in our regional communities, and so we do welcome those proportionality measures. Thank you for the question.

Sam Miller
General Manager of Investor Relations and ESG, Bendigo and Adelaide Bank

Thanks, Vicki. We have another question from shareholders John and Felicity Brennan. They've asked, "How does Bendigo Bank justify its alignment of sustainability framework of animal welfare with its sponsorship of rodeos?

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you for the question, John and Felicity. This is something that is quite dear to my heart, actually. Our sustainability framework sets out our group position in relation to sustainability risks and opportunities. Certainly, from an animal welfare and livestock position, we have a range of standards that we expect our customers to meet, and we actively reinforce those standards. We do not provide any investment ourselves in any of those activities at a corporate level. We do actually have a Community Bank model, though, and local directors will sometimes invest in activities outside of what we might support from a corporate level. When they do so, they have to align with our marketing practices and protocols. But certainly at a group level, we do not invest in such activities. Thank you.

Sam Miller
General Manager of Investor Relations and ESG, Bendigo and Adelaide Bank

That is all our pre-submitted questions. Thanks, Vicki.

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you. I would like to now take questions from shareholders with us here today.

Collin Brady
Head of Community Development, Bendigo and Adelaide Bank

Vicki, questions from the floor. Eric Pascoe, representing Australian Shareholders' Association, Proxy for Australian Shareholders' Association.

Eric Pascoe
Proxyholder, Australian Shareholders' Association

Good morning, Madam Chair. Yes, I am the Proxyholder for the Australian Shareholders' Association, and we represent small shareholders. Over the last two years under this current board and CEO, the cash profit has come in more than 8% below the combined financial years 2023, 2024. The statutory earnings for the last two years in total are 73% down on the combined 2023, 2024 figures. Meanwhile, operating expenses have blown out by a massive 37% in the last two years. Madam Chair, I think the trend is ominous. Bendigo Bank, we think, can do better.

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you for the question, Eric, and also for taking the time to meet with us before the annual general meeting as well. Look, the question's a good one. I'll hand to Richard in a minute to make some more specific comments. As you know, we're continuing to invest in the bank, and we also, from a cost perspective, have announced some significant partnerships. We believe that from a productivity perspective, those partnerships will serve us exceptionally well into the future. We're already seeing some good outcomes as a consequence of those things. We've had several one-off items as well. You will have seen that the bank has been more transparent. Even in our trading update yesterday, we are making sure that our shareholders have full transparency around those notable items, and we're putting them above the line so that you can see the detail.

That's where you see some of the lumpiness come through in the last couple of years. We have had, though, improved earnings performance. Richard, would you like to comment?

Richard Fennell
CEO and Managing Director, Bendigo and Adelaide Bank

Yes. Thanks, Vicki. Again, thanks for the question, Eric. The reality is, to stay competitive in this industry, investment is required, investment in technology capabilities, but importantly, as we've seen, we need to invest more in risk management as an organization. That investment is clear from the increased operating expenditure. We have also seen increase in revenue. That hasn't been at the same rate. As we work our way through the significant investments we've made over the last couple of years, including, for example, the finalization of the work to rationalize our core banking systems, we would hope that we can see that trend start to turn around with our revenue growth increasing faster than our expense growth, which is what we saw in the last half of the year. That's certainly our objective.

But the reality of staying relevant and competitive in this industry is significant investment will continue to be required. We need to make sure that that is delivering strong revenue growth alongside that investment.

Eric Pascoe
Proxyholder, Australian Shareholders' Association

Just while I am on the microphone, I would like to acknowledge Vicki. I was listening to all the good things you do for Bendigo and the environment and around. I would like to acknowledge what a great thing Bendigo Bank is for our region and communities generally.

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you, Eric. We really appreciate those comments. It means a lot.

Collin Brady
Head of Community Development, Bendigo and Adelaide Bank

Have a question from Lachlan Curran, Proxy for the Finance Sector Union, Vicki.

Lachlan Curran
Proxyholder, Finance Sector Union

Thank you. I am here representing the Finance Sector Union and FSU members and employees of Bendigo Bank. Since the strategic partnership with Genpact and Infosys was announced last year, Bendigo Bank have gutted 14% of the workforce during a cost-of-living crisis. What future layoffs does the bank have planned, and how do you plan to deal with the psychological safety concerns and loss of trust that remaining employees have towards the bank?

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you, Lachlan, for the question. You are very welcome here today. Before I answer the second part of your question, I would like to address the first part of your question. We have not laid off 14% of our workers. I think if we look at the year to date, it is less than 100 people. I do want to take the opportunity to just correct that item in the first instance. The other thing I would say, the psychological safety is incredibly important to you, I know, and it is to us as well. We take a range of measures with our employees to make sure that they are supported well through any changes that the organization makes. Firstly, transparency is key. What we will not do is surprise our people with changes that will impact their lives. We are very transparent about changes.

We work with our people to ensure that they are supported. Even when I talk about the people who have left the company, 90% of them have left in their preferred manner. If people are being made redundant, we make sure that they have an opportunity for redeployment within the organization, and they have an opportunity for support as well if they are exiting the organization. Change is hard. We know that, and we make sure that we take every step we possibly can to ensure that our people are psychologically safe through that process, and again, that we are engaging transparently. I do want to just reemphasize that less than 100 people have lost roles.

Collin Brady
Head of Community Development, Bendigo and Adelaide Bank

Thank you, Vicki. Our next question is from Scott Batchelor, Proxy for the Finance Sector Union.

Scott Batchelor
Proxyholder, Finance Sector Union

Hello, my name's Scott Batchelor. I'm from the Finance Sector Union, and just like Lachie, we're here to represent our members and your employees. Bendigo has made significant investments in AI, either directly or through its strategic partnership. Will staff face the brunt of this aggressive tech spend, and can we get a guarantee that the bank will not rely on mass redundancies and workforce slashing as a mechanism if the tech itself fails to deliver on its financial promises?

Vicki Carter
Chair, Bendigo and Adelaide Bank

Yep. Thank you, Scott. As you know, in our enterprise agreements, we have clauses around the impacts of technology and making sure that we consider those very thoroughly. We're not seeing that at the moment. You mentioned our partnership with Google. We have about 5,000 of our people who are actively using AI. What it is doing for them is helping them with their own personal productivity and managing their own jobs better. We're not seeing wholesale redundancies or job losses on the back of AI. We see it as a big opportunity for our people. As we go into our negotiations next year on the back of the EBA, we'll of course, make sure that those clauses around mass change due to technology are observed in the way that you would expect them to be.

Collin Brady
Head of Community Development, Bendigo and Adelaide Bank

Thank you, Vicki. Our next question is from Warren Wingrove, Proxy for the Finance Sector Union.

Warren Wingrove
Proxyholder, Finance Sector Union

Hi, my name is Warren Wingrove, and as with Scott and Lachlan, I am here on behalf of the Finance Sector Union members and your employees. Commonwealth Bank has recently joined Westpac in announcing a guarantee that will keep all regional branches open until at least 2030. Is Bendigo Bank willing to make the same guarantee for its regional customers and employees?

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thanks, Warren, for the question. It is an important one. As I said in my opening remarks, we are the last bank in town for 98 regional communities. We have the second largest branch network in Australia and the largest by customer in Australia. This is a bank who is actually very serious about investing in regional communities. We do run a Community Bank model, and so from time to time, there may be closures, and that is not a decision that we can put a line through. Signing up to a moratorium is an easy thing for the large banks to do because they run a different network than we do. We have continued to invest in regional Australia. We intend to continue to invest in regional Australia. We see a moratorium as a bit of a kind of blank instrument or blunt instrument, if you like.

We would prefer to see incentives in place for organizations to continue to provide those services in the regional communities. We do not just say we do it, we do it. You can see that 98 last bank in town branches. So we put our money where our mouth is.

Collin Brady
Head of Community Development, Bendigo and Adelaide Bank

Vicki, I have a question here from shareholder Rex McKenzie.

Rex McKenzie
Shareholder, Private Investor

Oh, Rex McKenzie. My question is about staffing levels, but from a banking customer point of view. I noticed that the branch at Mitchell Street has been done up, and the number of staff available to serve customers has reduced, and it is an open design, and there is nowhere for a customer to lean on, for example, if you do not like standing up for a long period of time. I wonder whether in the reduction of staff numbers to improve the cost of running the bank has erred on the side of too many chiefs and not enough Indians. I realize that is an old-fashioned statement and probably should never be said, but you know what I mean. So, is there any plan to cater for those branches which suffer from customers being dissatisfied with the service and perhaps moving to another bank?

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you for the question. I am sorry that the renovation has not offered you an opportunity to be able to sit while you are being served. We are doing a lot of work to manage queues in our branches. We are providing a lot of alternatives for customers, rather than standing in a queue, to be able to use some of our technology so that they can come in quickly and have their needs serviced. We are working hard with our people to make sure that they are educating our customers around those opportunities. We will have a look at the design of the branch. I think our intention is that customers are welcome. Our intention is that customers are comfortable, and our intention is that our customers are serviced in the way that they want to be serviced.

I will have a look at it for you, but certainly, there should be places for you to be able to sit if you are finding yourself in a queue having to wait. We will take that on notice. Thank you for raising it.

Rex McKenzie
Shareholder, Private Investor

The main question was, has there been any attempt to question the balance of staff who are—

Vicki Carter
Chair, Bendigo and Adelaide Bank

Serving customers

Rex McKenzie
Shareholder, Private Investor

Being dispensed with or promoted—

Vicki Carter
Chair, Bendigo and Adelaide Bank

Yeah.

Rex McKenzie
Shareholder, Private Investor

And the effect that it has had on customers—

And new customers to the bank?

Vicki Carter
Chair, Bendigo and Adelaide Bank

Yep. Certainly in the branch network, Mr. McKenzie, the numbers of our people there have not been impacted by recent changes. The roles that we've been talking about this morning have been in other support roles, not in the branch network. The customer-facing roles, we've been protecting those numbers of people. I'm not sure, Richard, if you want to comment any further.

Collin Brady
Head of Community Development, Bendigo and Adelaide Bank

Yeah.

Richard Fennell
CEO and Managing Director, Bendigo and Adelaide Bank

Thanks, Vicki. We do regularly monitor the transaction volumes in branches and activity in branches to try and make sure that we are matching those with the appropriate number of staff to support our customers in using our branch network. The challenge often is the ebbs and flows of that demand over the course of a day, and we cannot necessarily have all the staff required for the absolute peak at a particular time of the day. We try and keep a balance there so that people are not waiting too long. We look to manage the queues actively to make sure that the customers can be served within a relatively short period of time, and that there are facilities there. If they need to sit down and have an in-depth discussion, they can do that in a meeting room or an office rather than across the counter.

But again, we will certainly make sure that we are considering the Mitchell Street situation, and given its recent renovation, to make sure that we have got appropriate staff numbers there to serve the local community.

Collin Brady
Head of Community Development, Bendigo and Adelaide Bank

Vicki, we have another—

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you.

Collin Brady
Head of Community Development, Bendigo and Adelaide Bank

Question from Lachlan Curran, Proxy for Finance Sector Union.

Lachlan Curran
Proxyholder, Finance Sector Union

Thank you. Since transferring large portions of the technology department offshore to Infosys, employees in the tech department are reporting issues with the competency of the offshore resources, resulting in unsafe workloads and staffing levels for employees remaining in Australia. What contingency plans does the bank have in place if the recently offshored services to Infosys and Genpact fail to deliver and Australian customers and employees are impacted?

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thanks for the question. The first thing I'd say is, from our perspective, those partnerships are going very well. It's early days. We don't think about it as two separate teams. We think about it as one team. Our experience to date has been a very strong one. If over time, partnerships like that don't provide what we want for our customers, then of course, we would look at that, but that's certainly not our experience today.

Collin Brady
Head of Community Development, Bendigo and Adelaide Bank

Thanks, Vicki. Another question from Lachlan Curran from the Finance Sector Union.

Richard Fennell
CEO and Managing Director, Bendigo and Adelaide Bank

Scott Batchelor.

Collin Brady
Head of Community Development, Bendigo and Adelaide Bank

I am sorry.

Richard Fennell
CEO and Managing Director, Bendigo and Adelaide Bank

Scott.

Collin Brady
Head of Community Development, Bendigo and Adelaide Bank

Scott Batchelor. My sincere apologies, Scott. Scott Batchelor from the Finance Sector Union.

Scott Batchelor
Proxyholder, Finance Sector Union

At last year's AGM, the FSU stood here and raised urgent concerns regarding Bendigo Bank's gender pay gap. At the time, Workplace Gender Equality Agency, WGEA, data showed a gender pay gap of 22.6%, which was already well above industry standards. In response, this board assured us that you were taking the issue extremely seriously. However, the latest WGEA data reveals a deeply alarming reality. Instead of closing the gap, Bendigo Bank's gender pay gap has grown significantly to 25.1%. While other banks have made measurable progress in reducing their gaps over the last 12 months, Bendigo Bank's is actively moving backwards. This is a failure of accountability to the majority female workforce who keep this bank running every single day. Given that your previous assurances have resulted in a wider pay gap, why should shareholders and employees trust the board has this under control?

What immediate, transparent, and concrete measures are being put in place today to reverse this failure, and when can your workers expect to see real pay equity?

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thanks, Scott. You mentioned the majority female workforce that we have at Bendigo. That is largely why we actually have a gender pay gap, because we have many of our women in our customer-facing roles. There is a structural issue there. We are taking the parity, the gender gap seriously, and we are taking steps to ensure that we have more women appointed to leadership roles to take some of those structural issues away, but it does not happen quickly. One of the things that we are very focused on is gender pay parity. So where we have women and men the same level, making sure that through our processes and performance and REM processes each year, we are making significant inroads to close that gap. That is very important to us, and it is a critical step forward for our women at Bendigo. The structural elements remain.

We will continue to work on them, but they are largely a function of the fact that we have a very high percentage of our women in the workforce and a very high percentage of those women working in customer-facing roles and often more junior roles. Thanks for the question.

Collin Brady
Head of Community Development, Bendigo and Adelaide Bank

Vicki, we have a question from Warren Wingrove, Proxy for the Finance Sector Union.

Warren Wingrove
Proxyholder, Finance Sector Union

Negotiations will begin soon for the Bendigo Bank employee enterprise agreement. After making record profits and slashing a large portion of the workforce, can remaining Bendigo Bank employees that were fundamental to the bank's profitability expect to receive above-inflation pay rises and job security guarantees?

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thanks, Warren, for the question. We haven't slashed large percentages of our workforce. I'm going to keep coming back to that because it's really important that the facts are on the table when we have this discussion. In terms of your question, yes, the current EBA had a nominal expiry date of August 2026. We will enter into negotiations there. In the meantime, we've put in place a 3.75% increase. That's really the average across the last 12 months, and we've spoken with the FSU about that. We intend to negotiate transparently and fully with our members as we get into that cycle. Thanks for the question.

Collin Brady
Head of Community Development, Bendigo and Adelaide Bank

Vicki, I have a question here from shareholder Rita Mazalevskis.

Rita Mazalevskis
Shareholder, Private Investor

Good morning, board.

Vicki Carter
Chair, Bendigo and Adelaide Bank

Good morning, Rita.

Rita Mazalevskis
Shareholder, Private Investor

I am here in my capacity as advocate for financially aggrieved customers. In relation to customer complaints, given ASIC's successful action over the bank for unfair lending terms, the Banking Code Compliance Committee's findings of serious and systemic breaches, and APRA's recent finding of long-standing and pervasive failures in governance, accountability and risk management, the question is, in 2025, the bank recorded 59,331 customer complaints. In 2026, that increased by 53% to 91,014 complaints. Furthermore, complaints escalated to AFCA increased from 901 in 2025 to 1,364 in 2026, an approximate increase of 51% based on the bank's published figures. Those substantial increases, particularly in complaints escalated to an independent external dispute resolution body, call into question the bank's explanation in its 2026 annual report that increased complaint numbers largely reflect improved complaint capture and system consolidation. There seems to be a mismatch between internal and external recording of this information.

How can the board reconcile that explanation with the repeated regulatory findings of serious and long-standing deficiencies in the bank's systems, governance, compliance, and risk management? Against this backdrop, has the board commissioned an independent review of historical customer complaints involving irresponsible lending, maladministration, falsified lending documents, and mortgage enforcement? If not, how can the bank assure shareholders that historical misconduct has been properly investigated, and that affected customers have been identified, and appropriate remediation and compensation provided to close out all legacy cases, in effect?

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thanks for the question, Rita. There is a bit in there, so I will try to unpack it. I am not sure what deficiencies you are actually, or what misconduct aspects you are referring to, but let me come to the current situation. Firstly, on the complaints, each one of those complaints is important for us. We want to hear from our customers if they are not happy. What the report talks about there is a new system that we have put in place to make sure that we are capturing all complaints. You can imagine, in the course of a day, if you are talking to our people in the contact center, working with our people in the branches, there will be things that customers are unhappy about. We are trying to make sure that we capture all of those complaints, and that has actually resulted in a significant uptick.

We think that's important, because we want to hear from them. In terms of the non-financial risk issues, we did commission a report into those. That was a tripartite report that we entered into between ourselves, APRA, and Deloitte, who undertook the report. Those deficiencies, you've seen APRA respond to those deficiencies, and we're working through those now with the risk rectification plan that Richard spoke about. One of the key findings, actually, of that work was that our people are very genuinely protecting our customers every day, and working with them to resolve any issues that they have. So it was kind of on the contrary. That report spoke favorably about the work that our people do with our customers, rather than pointing to risk management deficiencies that have landed in customer complaints. Thanks for the question. Collin, do you have any more questions?

Collin Brady
Head of Community Development, Bendigo and Adelaide Bank

Yes, I have another question from Rita Mazalevskis from—

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you.

Collin Brady
Head of Community Development, Bendigo and Adelaide Bank

A shareholder, Rita.

Rita Mazalevskis
Shareholder, Private Investor

I may as well read it whilst I'm here. Just in regards to, I'll just get it, if you don't mind. Yeah. Referring to the annual report, we've already touched on this this morning, but on the 18th of August, APRA imposed license conditions on the group in relation to its management of a non-financial risk, which the CEO acknowledged in his opening. The bank's 2026 annual report, page 187, note 18, is headed Securitization and Sold Loans. It says that, discloses that the bank securitized approximately AUD 3.97 million in loans during the financial year, with an increase of approximately 45% from 2025, which was around AUD 2.7 billion. The Reserve Bank of Australia has issued a market warning in March 2026 concerning securitized loans involving fraudulent documentation, including falsified borrower income.

Given APRA's recent finding of long-standing and pervasive deficiencies in the bank's governance, compliance, and risk management, what independent controls ensure that loans transferred into securitization trusts were originated using accurate and verified borrower information, and that any subsequent third-party arrangements do not prejudice borrowers' contractual rights, hardship protections, or the lawful enforcement of their mortgages? And further, where historical loan documentation is subsequently found to contain material inaccuracies, what procedures does the bank have to investigate and correct those matters? I think one thing I just wanted to add in regards to when Richard was speaking, you mentioned that you have a new partnership with Google to embed Google security capabilities to help customers. I also just wanted clarification, is that the only security or is the bank spending on top of that to protect the customers?

Vicki Carter
Chair, Bendigo and Adelaide Bank

I'll take the last question first, Rita. Google's an important part of our security program and posture. It's not the only part. We're continuing to invest in other areas as well. Just in terms of securitization, like all banks, we do securitized loans to access funding. Those loans are subject to the same controls and standards and oversight as all of our loans, and there are significant controls in place to ensure that that's safeguarded. The non-financial risk review that you alluded to had no findings at all remotely concerned with securitization. Thank you.

Collin Brady
Head of Community Development, Bendigo and Adelaide Bank

There are no more questions from the floor, Vicki.

Vicki Carter
Chair, Bendigo and Adelaide Bank

Great. Thank you, Collin. Sam, can we now please take any additional questions from those joining the meeting remotely today?

Sam Miller
General Manager of Investor Relations and ESG, Bendigo and Adelaide Bank

Thanks, Vicki. We have three questions on general business. The first question is from shareholder Craig Corfield. "Good morning to the board and shareholders. My question is to both the Directors and the auditor. AUSTRAC is working with 10 banks, including Bendigo Bank, in a fintech alliance investigating serious and systemic mortgage fraud. Please help shareholders understand what testing exactly did the auditor do, and how many loan application files were investigated on older loan files and rejected, alleging incorrect loan application file information, fraud, or inflated income?

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you for the question, Mr. Corfield. We do, as I said, have our auditors here with us today. John MacDonald from Ernst & Young is available to answer your question directly. Can we get a mic down to John, please? He is just in the front row, just in front of me. Thank you, Collin.

John MacDonald
Lead Audit Partner, Ernst & Young

Good morning, everyone, and thanks for the question, Craig. It is a topical question at the moment, particularly around AML fraud scams, and certainly something that we are attuned to in the conduct of our audit. I will answer the question in three parts, probably the first being what we do around loan origination, the second around how do we consider fraud in the conduct of our audit, and then what we do on other aspects around governance and monitoring that the organization has in place to detect these matters. As it relates to loan origination, probably the two things we are focused in on are around compliance with your loan underwriting policies. So there, we are really focused on making sure the bank originates loans in accordance with its loan underwriting policies, specifically around credit quality data collection, and so forth.

We are satisfied that all the controls there operate in an effective manner. The second area that we are focused in on is around existence. Ultimately, what we are concerned about is ensuring that the loans are appropriately captured in your systems, and we are satisfied that all the right controls are operating in place there. in the context of fraud and that aspect of the question, we do recognize that fraud is a real risk, particularly from a third-party perspective. So we do design and implement audit procedures that are designed to detect fraud at a material level of misstatement. Ultimately, what we are concerned about from a fraud perspective is that there is no material misstatement in the financial statements, and we are satisfied through the conduct of our audit that that is the case.

The last area is just around other governance processes that the bank has in place to detect these sorts of matters. We do go through a process of looking at things like customer complaints, but specifically how those complaints are packaged up and looked at from a thematic perspective. We do go through the process of looking at those themes in the context of the quality and robustness of the internal control framework, and we have obviously gone through that process in the context of the 2026 audit.

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you, John, and again, Mr. Corfield, thank you for the question. Sam, the next question, please.

Sam Miller
General Manager of Investor Relations and ESG, Bendigo and Adelaide Bank

Thanks, Vicki. Our next question is from shareholder Craig Corfield. "Chair, I introduced model litigant principles to Bendigo Bank and 10 other banks. Thank you for encouraging me with and adopting them as protection for customers in a legal dispute, noting that Macquarie Bank does not protect their customers with this protection. Will you reaffirm that commitment extends also to your external lawyers? Further, following ASIC's hardship review that included Bendigo Bank, how does the board ensure these principles protect borrowers experiencing mortgage stress?

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you again for the question. Yes, I can reaffirm that we do align to the model litigant principles, as do our external lawyers. In terms of hardship, we have a range of processes available for our customers should they be incurring stress. We are always looking to strengthen those practices. We encourage, very widely, early interaction with customers who are seeing some signs of stress or struggling, and our hardship processes make sure that they are protected as they should be. Thank you. Next question, Sam. Thanks.

Sam Miller
General Manager of Investor Relations and ESG, Bendigo and Adelaide Bank

Thanks, Vicki. Our final question in the general business comes from Ronald Guy. Bendigo Bank is using MUFG, whose modern-day slavery policy references a global map that is not the official United Nations map. Unfortunately, the use of the map fails to include the Western Sahara, which is still waiting for its vote for self-determination, normalizing its occupation. The Australian Western Sahara Association has notified MUFG but is yet to receive a response. Could Bendigo Bank, as a customer of MUFG, please request the official UN map be used in MUFG's modern-day slavery policy in keeping with global human rights?

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you very much for the question. I mentioned at the outset that Jim Kompogiorgas is here from MUFG, and I am sure he will take that on notice. I cannot speak for the organization, but I am sure that he will take that on notice and take the necessary action when he is back at his company. Thank you for the question.

Sam Miller
General Manager of Investor Relations and ESG, Bendigo and Adelaide Bank

We have no further questions in general business from remote.

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you, Sam. Collin, we have no further questions here in person? Okay, thank you very much to both of you. Let's move on to the next item of business. The other formal items as set out in the notice of meeting. The next item of business are shareholders to consider, and if thought fit, to pass an ordinary resolution that Margaret Payn, who retires from office under Rule 72 of the bank's constitution, be reelected as a director of the bank. I'd like to invite Margaret to address you in support of her reelection. Thanks, Margaret.

Margaret Payn
Independent Non-Executive Director, Bendigo and Adelaide Bank

Thank you. So good afternoon. It is an honor to be here today and to be considered for reelection. I feel privileged to have been elected to the Bendigo Bank's board three years ago. My interest in the bank was, and remains, its purpose, to feed into the prosperity of Australia's communities. This is what differentiates our bank and makes it unique. I joined the board in September 2023, so have served for three years and three weeks, and in that time, there's been a lot of leadership change, both at the board level and at the executive level. I've played an active role in stewarding the bank through this period of change. I've served as the chair of the board Financial Risk Committee and Sandhurst Trustees, and I've been a member of the board Risk Committee, the board Technology and Transformation Committee, and the board Audit Committee.

I took over as chair of the board Audit Committee a year ago. In addition, I've been the board's nominated member attending the Community Bank National Council meetings, a role that aligns with my particular area of interest. The bank has an ambitious strategy that aims to create significant value over the medium term. In addition, we have a material risk remediation program of work to deliver over the next three years or so, and I would be honored to be reelected so I can contribute to these important matters. My background is almost entirely in financial services, mainly banking, covering finance, strategy, operational excellence, and risk, and I believe my extensive banking experience is and will continue to be beneficial to the bank if I were to be reelected.

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you, Margaret. As there are no pre-submitted questions in relation to this item, can we please take questions from shareholders here today in relation to the reelection of Margaret Payn? Doesn't look like we have any questions there, Collin.

Collin Brady
Head of Community Development, Bendigo and Adelaide Bank

From the auditorium, Vicki.

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you, Sam. Can we please now take questions from those joining the meeting remotely?

Sam Miller
General Manager of Investor Relations and ESG, Bendigo and Adelaide Bank

Thank you, Vicki. The next question is from shareholder Craig Corfield. Ms. Payn, APRA says risk weaknesses inside Bendigo Bank persisted despite years of remediation. When did your audit committee first learn of these failings? What did you do personally? What evidence can you now provide to shareholders that your oversight will deliver a different result?

Margaret Payn
Independent Non-Executive Director, Bendigo and Adelaide Bank

Thank you, Craig, for the question. It is actually the entire board that became aware of issues that needed resolution. Richard covered the work that has been done for the anti-money laundering issues that were uncovered, and they were actually raised at a board level rather than directly through the audit committee, which I joined effectively at the end of September last year. As a board, and I have been a member of that board, been heavily involved in both that part of the work as well as, there is always general risk uplift programs going on in every bank at the moment because risks are evolving on a continuous basis. You would all be aware of cyber risks, for example, which are just escalating.

There is always ongoing risk work, which I have been aware of the entire time I have been on the board, and then I have been clearly heavily involved in the work now to address the license conditions, the risk rectification plan. Personally, I have a particular interest in control frameworks, so that is something that I hope to contribute in this particular program of work. Yes, I think it is actually an entire board issue, and we have all been aware of what is been going on.

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you. Thank you for the question. Sam, do we have any more questions online?

Sam Miller
General Manager of Investor Relations and ESG, Bendigo and Adelaide Bank

That concludes the questions for this item of business, Vicki.

Vicki Carter
Chair, Bendigo and Adelaide Bank

Okay, thank you. Collin, I can see we have a question from Rita.

Collin Brady
Head of Community Development, Bendigo and Adelaide Bank

Yes, Vicki, a question from shareholder Rita Mazalevskis.

Rita Mazalevskis
Shareholder, Private Investor

Hi. Just one off the cuff. I am going from memory when I read the governance report. I think in the board skills matrix, it was the technology and controls area was only around 55% or 59%, was the lowest experience that board members had. Do you think that the board Directors or the members and probably executive of the bank have enough expertise in this area, or it is an area that is still weak within the group?

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thanks, Rita. The way that we determine the board skills matrix is through independent surveys that are conducted by a third party. You will often find areas that will be around that 50%, unless you have technologists on your board who have actually practiced that. That doesn't mean that we don't have technology aware people on the board. It doesn't mean that we don't have people on the board who have overseen technology programs, et cetera. But we are looking for that core expertise through that risk skills matrix, so that is what you see represented there. And we have a couple of Directors who have got a good level of experience and one with particularly deep experience there. So we don't think it is an area of deficiency, but it is an area we should continue to watch.

The other thing I would say is that our board education programs consistently cover things like cyber threats, et cetera. We are also heavily leveraging the capability of our partners. From an executive perspective, we have deep technology expertise. I think last year, I think you were here with us last year, Rita, I am not sure if you were, but we announced at that point that we had appointed Kieran O'Meara to the executive team. Kieran is our CEO. He has deep experience, having joined us from Telstra, where he was the CIO. Xavier Shay is also the CEO of our Up business. Very deep technical technology and disruptor experience as well. So we feel very well served from that perspective. But thanks for the question. Okay, well, with Margaret Payn abstaining, I can confirm that the board recommends that shareholders vote in favor of this resolution.

The direct voting and proxy details received prior to the meeting are now being displayed for your information. They are 90.93% in favor of the resolution, 7.59% against the resolution, and 1.48% open votes. Congratulations, Margaret, on your reelection to the board. We will now move on to the next item of business. The Chair of our People and Culture Committee, Abi Cleland, is available should any shareholders have specific questions in relation to the REM report. The Bank's remuneration framework balances market competitiveness, alignment with company performance, and shareholder interests. It is designed to attract, motivate, and retain the talent that we need to deliver the bank's strategy, whilst also holding our executives to account through adjustments to variable remuneration where appropriate. Our approach to executive REM over the last year has not changed.

We continue to pay our people appropriately with a mix of fixed and variable reward that aligns with market practice and complies with the regulatory requirements of CPS 511 and the Financial Accountability Regime. Moving to item three, shareholders are asked to consider, and if thought fit, to adopt the Remuneration Report for the bank as set out in the annual financial report for the financial year ended 30 June 2026. I can confirm that voting exclusion statements apply to management personnel and their closely related parties. While each of our directors has a personal interest in this resolution, the board does recommend that shareholders vote in favor of this resolution. As you know, the vote on the REM report is advisory only and does not bind the bank or the board.

However, the board will take the outcome of today's vote into consideration when reviewing our remuneration practices and policies of the bank. Sam, I understand we received one remuneration related pre-submitted question.

Sam Miller
General Manager of Investor Relations and ESG, Bendigo and Adelaide Bank

Yes, thanks, Vicki. The question is from shareholder S. Weiss. Why does the CEO deserve a bonus with the bank being fined with him at the helm? Does this include any extra remuneration for the board?

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you very much for the question. I can confirm that it doesn't include any extra remuneration for the board. The board is paid fixed fees. There is no variable remuneration at all. In terms of the CEO, we have a balanced scorecard when we assess our executives' performance. It looks at a range of things from financial performance, people related measures, risk, execution on our strategy. Frankly, the organization performed well across a number of those measures. Customer NPS remained high. We had some good or strong, solid financial results, and obviously the risk findings were not where we wanted them to be, and as a consequence of that, the CEO's remuneration outcomes actually reflect that. The CEO, I should say, bears more of the brunt of those downward adjustments, as we think appropriate in that particular role.

We feel it was fair and balanced outcome in the reward that we set for 2026. Thank you for the question. The additional questions. Any more from you, Sam?

Sam Miller
General Manager of Investor Relations and ESG, Bendigo and Adelaide Bank

Yes. Thanks, Vicki Carter. We have one from shareholder Craig Corfield. Chair, the remuneration report says that some executive incentive payments remain on hold. When will you decide whether these are paid or canceled, and how will you explain each executive's accountability and consequence to shareholders without using legal professional privilege to withhold that explanation?

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you for the question. We do have a number of awards that are on hold for current and former executives. I said it in my opening address, Mr. Corfield, that our investigations are ongoing. We've dealt this year with known issues. The investigations are ongoing, and when those findings are available to the board, we will determine the appropriate action at that point in time. We don't necessarily rely on legal privilege to hide information. The outcomes will be transparent to our shareholders as they are through our REM report every year. Thank you for the question. Any further questions, Sam?

Sam Miller
General Manager of Investor Relations and ESG, Bendigo and Adelaide Bank

There's no more questions online.

Vicki Carter
Chair, Bendigo and Adelaide Bank

Okay, thank you very much. That concludes all questions for this item of business.

Sam Miller
General Manager of Investor Relations and ESG, Bendigo and Adelaide Bank

Sorry, Chair. Sorry to interrupt. We've just had one late question come through from shareholder Stephen Mayne.

Vicki Carter
Chair, Bendigo and Adelaide Bank

Okay.

Sam Miller
General Manager of Investor Relations and ESG, Bendigo and Adelaide Bank

It's a shame Bendigo Bank once again didn't disclose the proxy votes to the ASX with formal addresses, leaving us debating in the dark. Did any of the proxy advisors recommend a vote against any of today's resolutions, including the Remuneration Report item? Were there any material protest votes? Last year, the Chair hid behind the confidentiality and made it sound like I was asking her to publish the full proxy advisor reports. All I'm after is a summary of recommendations, which I've seen dozens of Chairs do.

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you for the question, Mr. Main. I wasn't implying anything last year, but those proxy reports are for our own purposes. We don't disclose what they recommend. We don't provide details of votes ahead of the meeting. We think that all of our shareholders should be informed personally, and make their own determinations. That's our approach, and we think it's an approach we can stand behind. Thank you.

Sam Miller
General Manager of Investor Relations and ESG, Bendigo and Adelaide Bank

That's all the questions remote.

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you. That concludes all questions for this item of business. The direct voting and proxy details received prior to the meeting are now being displayed for your information. They are 83.34% in favor of the resolution, 15.19% against the resolution, and 1.47% open votes. While Resolution 3 has passed, the board acknowledges the votes against the Remuneration Report today. We recognize that executive pay and its alignment with performance is important, and they are some areas of concern given the risk remediation matters that we've covered here today. We take the feedback seriously, and we accept that we have some work to do. We'll reflect on that as we set the terms for next year. Thank you. Before I proceed to the final matter, please note that voting will close at the end of this meeting, so please submit your votes now if you haven't already done so.

The final matter today is item four on the agenda. Shareholders are reminded that they can submit their vote online until five minutes after the meeting closes. We are asking shareholders to consider, and if thought fit, to pass an ordinary resolution to approve the grant of 150,000 performance rights to the CEO and Managing Director, Richard Fennell, as his long-term incentive for the financial year ended 30 June 2027 under the bank's Omnibus Equity Plan and on the terms summarized in the explanatory notes to this notice of meeting. The performance rights are an incentive plan that create alignment between the CEO and other executives' remuneration and shareholder outcomes. The performance rights only vest if the bank meets key performance objectives. So these allocations are aligned very much to shareholder outcomes.

These arrangements are consistent with market practice for ASX-listed companies and financial institutions, and they are required to compete for the skills that we require to manage our bank. Collin, as there are no pre-submitted questions relating to the grant of performance rights for the CEO, can we take any questions from shareholders here today?

Collin Brady
Head of Community Development, Bendigo and Adelaide Bank

Yes, I have a question from [John Capetco], who is proxy for the Simple Discovery Proprietary Limited.

Speaker 14

Simple Discovery Proprietary Limited. Sorry. All right. Yep. A question of Richard Fennell there. Would he be willing to take a 50% pay cut for poor performance? If not, would the People and Culture Committee investigate the debanking of me personally for complaints about breach of contract and staff misconduct? I understand Richard Fennell authorized the hacking of my electronic devices, Gmail, and online accounts as part of our contractual relationship. As a consequence of the debanking, I was left without cash to pay bills and to buy presents for Christmas, as well as the bank still owes me in excess of AUD 16,000.

Vicki Carter
Chair, Bendigo and Adelaide Bank

Collin, sorry, I did not quite catch the gentleman's name.

Collin Brady
Head of Community Development, Bendigo and Adelaide Bank

[John Capetco].

Speaker 14

Yep, it's [John Capetco]. You should know me.

Vicki Carter
Chair, Bendigo and Adelaide Bank

I should?

Speaker 14

As does Richard.

Vicki Carter
Chair, Bendigo and Adelaide Bank

Yeah. Thanks for the question, Mr. [Capetco]. I am going to start by saying that with respect to the remuneration for this past year, Richard actually did take a 50% cut to his STI, so that is the short-term incentive, not to his full pay. Richard, you may want to comment on that. You actually do not need to. In terms of any conduct issue that you might have, we are very happy to deal with you after the meeting. I can assure you, and I can assure our shareholders here, that our CEO has not participated in any form of permission for hacking, at all. I will draw a line under that right now, because it is important that people have the facts. Thank you for the question. Very happy to engage with you after the meeting. Appreciate it.

Speaker 14

There was a second part to the question there of whether the People and Culture Committee would investigate the matter with a view to further reducing Richard Fennell's salary by 50%.

Vicki Carter
Chair, Bendigo and Adelaide Bank

I think the matter—

Speaker 14

I, the—

Vicki Carter
Chair, Bendigo and Adelaide Bank

Is the matter you're referring to is the hacking?

Speaker 14

The hacking also involved Gmail and Google, whom you now are building a relationship with, whom, from a national security point of view, presents significant difficulties.

Vicki Carter
Chair, Bendigo and Adelaide Bank

Thank you. The People and Culture Committee deals with all matters appropriate in terms of any conduct issues and have done so throughout this past financial year, and will continue to do so. I'm not aware of the circumstances of the matter that you raised, but again, happy to engage with you following the meeting. Thanks for the question. Any further questions, Sam?

Sam Miller
General Manager of Investor Relations and ESG, Bendigo and Adelaide Bank

There's no further questions online.

Vicki Carter
Chair, Bendigo and Adelaide Bank

It doesn't look as though we've got any more here in the auditorium. I can confirm that with Richard Fennell abstaining, the board recommends that shareholders vote in favor of this resolution. The direct voting and proxy details received prior to the meeting are now being displayed for your information. They are 95.10% in favor of the resolution, 3.43% against the resolution, and 1.47% open votes. While the resolution has passed, the board is committed to ensuring that our remuneration settings are transparent and aligned with the shareholder experience. Thank you, everyone, for your attendance and contributions. That now concludes the items of business for today's meeting. The final poll results will be calculated by our registry, MUFG, and lodged on the ASX market announcements platform as soon as they are finalized this afternoon. As advised earlier, voting will close five minutes after the close of the meeting.

For shareholders here at the theater, please join the board and the executive for afternoon tea. I now declare the meeting closed. Thank you.